PRIME ACQUISITION CORP. VOTING AGREEMENTVoting Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
This Voting Agreement (this “Agreement”) is made as of September 27, 2013 by and among Prime Acquisition Corp., a Cayman Islands company (the “Company”), and each of the individuals and entities signatory hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the SPA (as defined below).
TRANSACTION VALUE AGREEMENTTransaction Value Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS TRANSACTION VALUE AGREEMENT (this “Agreement”) is dated as of 30 September, 2013, by and among the persons set forth on the signature page to this Agreement (the “Holders”), Prime Acquisition Corp., a Cayman Islands company (the “Company”), and Prime BHN Luxembourg S.àr.l., a Luxembourg company (“LuxCo”). Capitalized terms used and not otherwise defined herein that are defined in the Stock Purchase Agreements (as defined below) will have the meanings given such terms in the Stock Purchase Agreements.
AMENDMENT AGREEMENTAmendment Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS AMENDMENT AGREEMENT, dated as of September 11, 2013 (this “Amendment Agreement"), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Parent”), Prime BHN Luxembourg S.àr.l, a Luxembourg company (“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), NOVA S.r.l., an Italian limited liability company (the “Company”), Francesco Rotondi, an individual, and Giuseppe Pantaleo, an individual (the “Sellers”, and together with Parent, LuxCo, Company and BHN, the "Parties", and each, a "Party"). Capitalized terms used and not defined in this Amendment Agreement have the respective meanings assigned to them in the Purchase Agreement (as defined below).
AMENDMENT AGREEMENTAmendment Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS AMENDMENT AGREEMENT, dated as of September 11, 2013 (this “Amendment Agreement"), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Parent”), Prime BHN Luxembourg S.àr.l, a Luxembourg company (“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), SEBA S.r.l., an Italian limited liability company (the “Company”), Francesco Rotondi, an individual, and Luca Massimo Failla, an individual (the “Sellers”, and together with Parent, LuxCo, Company and BHN, the "Parties", and each, a "Party"). Capitalized terms used and not defined in this Amendment Agreement have the respective meanings assigned to them in the Purchase Agreement (as defined below).
AMENDMENT AGREEMENTAmendment Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS AMENDMENT AGREEMENT, dated as of September 27, 2013 (this “Amendment Agreement"), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Parent”), Prime BHN Luxembourg S.àr.l, a Luxembourg company (“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), Magfin S.r.l., an Italian limited liability company (“Magfin”), G.S.I. S.r.l., an Italian limited liability company (“GSI”), Ellegi S.r.l., an Italian limited liability company (“Ellegi”), Dieci Real Estate S.r.l., an Italian limited liability company (“Dieci”), SIM S.r.l., an Italian limited liability company (“SIM”), Delfin S.r.l., an Italian limited liability company (“Delfin”, and together with Magfin, GSI, Ellegi, Dieci and SIM, the “Companies” and each a “Company”), Cesare Lanati, an individual, Stefano Lanati, an individual, Davide Rigamonti, an individual, Bell Real Estate S.r.l., an Italian limited liability company (“Bell”), IGS S.r.l., an Italian limited liability company (“IGS”, and together w
AMENDMENT AGREEMENTManagement Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS AMENDMENT AGREEMENT, dated as of September 27, 2013 (this “Amendment Agreement"), is made by and between Prime Acquisition Corp., a Cayman Islands company (“Company”) and BHN LLC, a New York limited liability company (“Manger”, and together with Company, the "Parties", and each, a "Party"). Capitalized terms used and not defined in this Amendment Agreement have the respective meanings assigned to them in the Management Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 27th day of September, 2013, by and among, Prime Acquisition Corp., a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
